Nexco Resources Inc announced a non-brokered private placement of unsecured convertible debentures for gross proceeds of up to CAD 2,000,000 on June 21, 2021. The debentures will bear interest at 10% per annum, from the date of issuance, payable upon the earlier of the Maturity Date or the date of any conversion thereof. The Debentures will mature on the date that is one year from the date of issuance. At the Maturity Date, the outstanding Debentures will automatically convert into units of the Company at a conversion price, if the company’s previously announced acquisition of Soter Technologies, LLC has not yet closed, CAD 0.225 per unit, with each unit consisting of one common share in the capital of the company and one-half of one non-transferable share purchase warrant, with each warrant exercisable into one share at a price of CAD 0.75 per warrant share for a period of two years from the date of the closing and (b) if the transaction has closed, the greater of: (i) the conversion price and (ii) a price equal to 75% of the price per security at which equity securities are issued by the company in the concurrent financing carried out in connection with the transaction. In the event that the conversion occurs at the alternative conversion price, each warrant will be exercisable into a warrant share at a price equal to three times the concurrent financing price. In the event that, prior to the maturity date, the transaction has closed, at the option of a debenture holder, an outstanding debenture may be converted into units at a conversion price equal to the greater of: (i) the conversion price; and (ii) the alternative conversion price. In the event that the conversion occurs at the alternative conversion price, each warrant will be exercisable into a warrant share at a price equal to three times the concurrent financing price. The Company intends to close the Offering on or before July 9, 2021. Completion of the transaction is subject to the receipt of all required regulatory approvals. Finder’s fees may be paid in connection with the Offering in accordance with applicable laws. The Debentures and the securities issuable upon conversion of the Debentures will be subject to a statutory hold period expiring on the date that is four months and one day after the Closing Date.